Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
FRIEDLI PETER
  2. Issuer Name and Ticker or Trading Symbol
OSIRIS THERAPEUTICS, INC. [OSIR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Chairman
(Last)
(First)
(Middle)
C/O OSIRIS THERAPEUTICS, INC., 7015 ALBERT EINSTEIN DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2007
(Street)

COLUMBIA, MD 21046
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/19/2007   P   100,000 (1) A $ 12.37 9,174,884 D  
Common Stock 12/19/2007   P   662,746 (2) A $ 13 9,837,630 D  
Common Stock               4,969,245 I See Footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Promissory Note $ 13 12/19/2007   M     472,222 02/10/2007 04/30/2009 Common Stock 662,746 (2) $ 13 1,000,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FRIEDLI PETER
C/O OSIRIS THERAPEUTICS, INC.
7015 ALBERT EINSTEIN DRIVE
COLUMBIA, MD 21046
  X   X   Chairman

Signatures

 Peter Friedli   12/20/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares acquired in a private placement under Regulation S of the Securities Act of 1933. The securities have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws. Pursuant to the terms of the placement, the holders are provided demand registration rights for the purchased shares.
(2) Represents the conversion of Convertible Promissory Notes dated October 30, 2006 of the issuer in the original principal amount of $8,500,000, together with accrued interest since October 31, 2007, at the conversion price of $13.00 per share.
(3) The Reporting Person holds indirect beneficial ownership of 625 shares held by the Reporting Person's mother; 3,963,620 shares held by Venturetec, Inc.; 1,000,000 shares held by US Venture 05, Inc.; and 5,000 shares held by Joyce Ltd. The Reporting Persons holds approximately a 3% interest in Venturetec, Inc. and serves as its president; and holds 100% interest in and controls Joyce Ltd. The Reporting Person disclaims beneficial interest of the shares held by his mother and disclaims beneficial ownership of the shares held by Venturetec, Inc. and US Venture 05, Inc. beyond the extent of his pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.